SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FELDMANN KLAUS A
(Last) (First) (Middle)
(Street)
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MODINE MANUFACTURING CO [ MOD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Group Vice President
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Modine common stock 08/04/2005 M 2,040 A $24.6497 0 D
Modine common stock 08/04/2005 M 1,967 A $24.6497 0 D
Modine common stock 08/04/2005 M 1,993 A $24.6497 0 D
Modine common stock 08/04/2005 S 2,040 D $37 0 D
Modine common stock 08/04/2005 S 1,967 D $37 32,463 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option $24.6497 08/04/2005 M 6,000 01/15/1997 01/15/2007 Modine common stock 6,000 $24.6497 146(1) D
Employee stock option $33.1306 01/21/1998 01/21/2008 Modine common stock 6,146 6,146(2) D
Employee stock option $32.4594 01/20/1999 01/20/2009 Modine common stock 6,146 6,146(3) D
Employee stock option $24.4056 01/19/2000 01/19/2010 Modine common stock 12,292 12,292(4) D
Employee stock option $22.6972 01/17/2001 01/17/2011 Modine common stock 15,366 15,366(5) D
Employee stock option $22.2384 01/16/2002 01/16/2012 Modine common stock 20,487 20,487(6) D
Employee stock option $18.0894 01/06/2003 01/06/2013 Modine common stock 11,472 11,472(7) D
Employee stock option $28.4764 01/20/2004 01/20/2014 Modine common stock 12,292 12,292(8) D
Employee stock option $30.8194 01/18/2005 01/18/2015 Modine common stock 10,653 10,653(9) D
Explanation of Responses:
1. This option was previously reported as an option for 6,000 shares of common stock at an exercise price of $25.25 per share, but was adjusted to reflect the stock dividend declared by Modine on July 21, 2005 in connection with the spin off and merger of Modine's Aftermarket Business in a reverse Morris Trust transaction. As a result of the stock dividend, stock options granted by Modine were adjusted to retain their intrinsic value.
2. This option was previously reported as an option for 6,000 shares of common stock at an exercise price of $33.9375 per share. See footnote 1 for explanation.
3. This option was previously reported as an option for 6,000 shares of common stock at an exercise price of $33.25 per share. See footnote 1 for explanation.
4. This option was previously reported as an option for 12,000 shares of common stock at an exercise price of $25.00 per share. See footnote 1 for explanation.
5. This option was previously reported as an option for 15,000 shares of common stock at an exercise price of $23.25 per share. See footnote 1 for explanation.
6. This option was previously reported as an option for 20,000 shares of common stock at an exercise price of $22.78 per share. See footnote 1 for explanation.
7. This option was previously reported as an option for 11,200 shares of common stock at an exercise price of $18.53 per share. See footnote 1 for explanation.
8. This option was previously reported as an option for 12,000 shares of common stock at an exercise price of $29.17 per share. See footnote 1 for explanation.
9. This option was previously reported as an option for 10,400 shares of common stock at an exercise price of $31.57 per share. See footnote 1 for explanation.
/s/D. R. Zakos, Attorney-in-Fact for K. A. Feldmann 08/09/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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